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EADS combined the activities of Aerospatiale Matra (“Aerospatiale Matra” or “ASM”), DaimlerChrysler Aerospace AG (“Dasa AG”) (with the exception of certain assets and liabilities) (“Dasa”) and Construcciones Aeronauticas SA (“CASA”) pursuant to a series of transactions completed in July 2000.
In this document, the term ‘Completion’ relates to the July 2000 completion of the contributions made by Aerospatiale Matra, Dasa AG and SEPI to EADS to combine such activities into EADS.
The term ‘Indirect EADS Shares’ relates to EADS shares held by DaimlerChrysler AG (“DaimlerChrysler”), SEPI and Société de Gestion de l’Aéronautique, de la Défense et de l’Espace (“SOGEADE”), for which EADS Participations B.V. exercises all the attached voting rights as well as Lagardère SCA (“Lagardère”) and Société de Gestion de Participations Aéronautiques (“SOGEPA”), or the companies of their group, the number of EADS shares held indirectly via SOGEADE, reflecting by transparency, their respective interest in SOGEADE.
Unless the context requires otherwise, the shareholdings of DaimlerChrysler Luft-und Raumfahrt Beteiligungs GmbH & Co. KG (“DC KG”) in EADS are referred to in this document as shareholdings of DaimlerChrysler, and the rights and obligations of DC KG pursuant to the agreements described herein are referred to as rights and obligations of DaimlerChrysler.
As at 31st December 2005, 29.89% of the EADS shares are held by DC KG, which is a wholly owned subsidiary of Dasa AG, itself being a wholly owned subsidiary of DaimlerChrysler Luft- und Raumfahrt Holding AG (“DCLRH”), a 93.85% subsidiary of DaimlerChrysler. SOGEADE, a French partnership limited by shares (société en commandite par actions) whose share capital is held 50% by SOGEPA (a French state holding company) and 50% by Désirade (a French société par actions simplifiée wholly owned by Lagardère), owns 29.89% of the EADS shares. Thus, 59.78% of the share capital of EADS is held in equal proportions by DaimlerChrysler and SOGEADE who jointly control EADS through a Dutch law contractual partnership (the “Contractual Partnership”). SEPI (a Spanish state holding company), being a party to the Contractual Partnership, holds 5.47% of the share capital of EADS. The public (including EADS employees) and the Company hold, respectively, 33.39% and 1.30% of the share capital of EADS. The République française (the “French State”) holds directly 0.06% of such share capital, such shareholding being subject to certain specific provisions.
On 8th July 2004, DaimlerChrysler announced that it had placed on the market (in the context of a hedging transaction) all of its EADS shares (22,227,478 EADS shares), representing 2.73% of the capital and 2.78% of the EADS voting rights at that date, except for its Indirect EADS Shares. Thus, DaimlerChrysler does not hold directly any EADS shares at the date of this document.
On 11th November 2005, Dasa AG transferred its whole interest in EADS to its wholly owned subsidiary DC KG.
The diagram below shows the ownership structure of EADS as at 31st December 2005 (% of capital (voting rights)) before exercise of outstanding stock options granted for the subscription of EADS shares. See “Part 1/ Options Granted to Employees”.
| (*) | EADS Participations B.V. exercises the voting rights attaching to these EADS shares pledged by SOGEADE, DaimlerChrysler and SEPI who retain title to their respective shares. |
| (**) | The French State exercises the voting rights attaching to these EADS shares (such shares being placed with the Caisse des dépôts et consignations) in the same way that EADS Participations B.V. exercises the voting rights pooled in the Contractual Partnership. |
| (***) | Shares held by the French State following the distribution without payment of consideration to certain former shareholders of Aerospatiale Matra as a result of its privatisation in June 1999. All the shares currently held by the French State will have to be sold on the market. |
| (****) | DCLHRH is 93.85% held by DaimlerChrysler; almost all the balance is held by the City of Hamburg. |
| (*****) | As at 31st December 2005, the Company holds, directly or indirectly through another company in which the Company holds directly or indirectly more than 50% of the share capital, 10,592,709 of its own shares. The EADS shares owned by the Company itself do not carry voting rights. |
For the number of shares and voting rights held by members of the Board of Directors and Executive Committee, see "Part 1 / Compensation Granted to Directors and Principal Executive Officers”.
Approximately 2.25% of the capital and 2.28% of the voting rights are held by EADS employees.
For further information on changes to shareholdings since 31st December 2005, see also “Recent Developments”.
